Form 4: Digi International VP Files Future Stock Plan

Digi International's VP, David H. Sampsell, filed a Form 4 detailing future changes in his beneficial ownership of common stock, including scheduled acquisitions and tax-related dispositions, under a Rule 10b5-1 plan for November 3, 2025.

Summary

• David H. Sampsell, VP, Corporate Development, General Counsel & Corporate Secretary of Digi International Inc. (DGII), reported scheduled changes in his beneficial ownership of common stock.
• These transactions are planned to occur on November 3, 2025, and the filing was made on November 5, 2025.
• The transactions are set to be executed under a Rule 10b5-1 pre-arranged trading plan, which provides an affirmative defense against insider trading allegations.
• Sampsell is scheduled to acquire a total of 6,939 shares of common stock at a price of $0 per share (1,816 + 2,201 + 2,922). These are likely equity awards or vesting restricted stock units.
• He is also scheduled to dispose of a total of 3,415 shares of common stock at $36.15 per share (894 + 1,083 + 1,438), which typically represents shares withheld for tax purposes upon the vesting of equity awards.
• Following these scheduled transactions, Sampsell's direct beneficial ownership will vary, with the final reported direct ownership being 25,327.503 shares.
• Sampsell also holds 64,864 shares indirectly through a revocable trust.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The filing reports routine executive compensation (equity awards and tax-related sales) under a pre-planned Rule 10b5-1 program, indicating standard corporate governance practices. The scheduled acquisition of shares at $0 is positive for aligning executive interests.

Positives

• The scheduled acquisition of 6,939 shares at $0 indicates future equity awards, which aligns management's interests with those of shareholders.
• The transactions are planned to be conducted under a Rule 10b5-1 plan, demonstrating pre-planned and compliant trading practices, which is a positive for corporate governance.

Negatives

• The scheduled disposition of 3,415 shares for tax purposes will reduce direct ownership, though this is a standard practice for equity compensation and not indicative of a negative outlook.

Future Outlook

N/A

Industry Context

N/A

Corporate Governance

Stakeholder Impact

• Shareholders: The scheduled equity awards will increase the alignment of executive interests with shareholders, as a portion of executive compensation is tied to company stock performance. The tax-related sales are a routine part of this compensation structure.

Key Dates

Recommendation

This Form 4 details routine insider transactions by a company executive, involving the scheduled vesting of equity awards and subsequent tax-related sales, all conducted under a pre-arranged Rule 10b5-1 plan. Such transactions are standard practice for executive compensation and do not typically signal a change in the company's fundamental outlook or warrant a shift in investment strategy based solely on this filing. Therefore, a 'hold' recommendation is appropriate as this filing provides no new material information to alter an existing investment thesis.

Keywords

Digi International, DGII, Form 4, Insider Trading, Beneficial Ownership, Stock Transactions, Executive Compensation, Rule 10b5-1, David H. Sampsell